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Interactive Showroom License Agreement for Partners

If you use the Sophos Interactive Showroom please read this license agreement.

Please read carefully the following legally binding Sophos Interactive Showroom Licence Agreement between Sophos and You for the Software defined below.

By selecting the accept option or otherwise accessing or using this Interactive Showroom You acknowledge that You have read, understand, and agree to be bound by the terms of this Sophos Interactive Showroom Licence Agreement. If You do not agree with the terms of this Sophos Interactive Showroom Licence Agreement, do not access or use the Interactive Showroom or the Products offered in such Interactive Showroom. If you do not agree with any of the terms or conditions of this Sophos Interactive Showroom Licence Agreement, you are not authorised to use the Interactive Showroom or its Products for any purpose whatsoever. Also, by installing, copying or otherwise using Upgrades from Sophos You agree to be bound by any additional licence terms that accompany such Upgrades. If You do not agree to the additional licence terms that accompany such Upgrades, You may not install, copy or use such Upgrades.

Where a reseller, service provider, consultant, contractor or other party accesses the Interactive Showroom for You and/or uses the Interactive Showroom on Your behalf prior to Your use of the Interactive Showroom, such reseller, service provider, consultant, contractor or other party will be deemed to be Your agent acting on Your behalf and You will be deemed to have accepted all of the terms and conditions of this Sophos Interactive Showroom Licence Agreement as if You had directly accessed or used the Interactive Showroom.

1. DEFINITIONS

'Access Term' means the period for which You may access and use the Interactive Showroom set out in Clause 3.2 of this Sophos Interactive Showroom Licence Agreement.

'Documentation' means any documentation provided to You by Sophos (whether electronic or printed) which accompanies the Licensed Products.

'Interactive Showroom' means the web-based Product demonstration environment offered by Sophos at https://sophos.demoservers.com (or such other address as Sophos may advise from time-to-time).

'Products' means all or each (as the context so allows) of those programs which are offered by Sophos in the Interactive Showroom together with the Documentation and any of the Upgrades and Updates to those programs.

'Software' means any program or data file supplied to You by Sophos or its resellers, distributors or dealers, including any Upgrades, and Updates supplied to You. Such Software may be licensed to You under the terms of a separate license agreement.

'Sophos' means Sophos Ltd and its subsidiaries, or, as the context so applies, any of them.

'Suggestions' has the definition set out in Clause 6.2.

'Upgrade' means any enhancement or improvement to the functionality of the Interactive Showroom or Product (excluding Updates) made available to You by Sophos at its sole discretion from time to time but excluding any software and/or updates marketed and licensed by Sophos as a new version or new release of the Licensed Product.

'You' means the licensee and 'Your' means belonging to You or engaged by You or otherwise pertaining to You as the context so allows, whether on a temporary basis or otherwise.

2. COPYRIGHT AND OWNERSHIP

The Software is the exclusive property of Sophos and its licensors. The Software and the Documentation including all know-how, concepts, logic and specifications are proprietary products of Sophos and its licensors and are protected throughout the world by copyright and other intellectual property rights. No licence, right or interest in Sophos's logos, or trademarks is granted to You under this Sophos Interactive Showroom Licence Agreement and You hereby agree not to remove any product identification or notices of proprietary restrictions.

3. RIGHTS AND RESTRICTIONS

3.1 Licence Term. This Sophos Interactive Showroom Licence Agreement is effective from the moment of acceptance as described in the first paragraph of this Sophos Interactive Showroom Licence Agreement and shall remain in force until You log-out of the Interactive Showroom, close Your browser session, or otherwise terminate Your access to the Interactive Showroom, the expiration of the Access Term. Your obligations under this Sophos Interactive Showroom Licence Agreement in respect of the intellectual property and confidential information of Sophos shall survive any expiry or termination of this Sophos Interactive Showroom Licence Agreement.

3.2 Rights. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Sophos hereby grants to You a non-exclusive right to access and use the Products for demonstration purposes only via the Interactive Showroom subject to the terms and conditions contained within this Sophos Interactive Showroom Licence Agreement. You are permitted to:

3.2.1 use the Products solely for demonstration purposes, including to prospective customers, for testing configurations, issuing commands and exploring the features of each Product, and such other Product demonstration options as may be offered by Sophos in the contained environment of the Interactive Showroom. You acknowledge and agree that all changes and configurations will be reset at the expiration of the Access Term.

3.3 Restrictions. You are not permitted to:

3.3.1 use the Products for Your internal business purposes;

3.3.2 use the Products for the provision of any service for the benefit of third parties;

3.3.3 modify or translate the Interactive Showroom or Products;

3.3.4 reverse engineer, disassemble or decompile the Interactive Showroom, Products or any portion thereof or otherwise attempt to derive or determine the source code or the logic therein except to the extent and for the express purposes authorised by applicable law;

3.3.5 workaround any technical limitations of the Interactive Showroom

3.3.6 transmit or provide access to the Products, the Interactive Showroom or any portion thereof, save as provided herein. For the avoidance of doubt, You may not transfer or share Your Interactive Showroom credentials with any other party;

3.3.7 use the Products outside of the Interactive Showroom, including, but not limited to, displaying or 'hot linking' to icons, images or graphics;

3.3.8 use Software other than the Products (unless such Software has been licensed to You under the terms of separate license agreements);

3.3.10 not by yourself, or with others, use the Interactive Showroom for any illegal, deceptive, misleading or unethical practices, including, but not limited to, disparagement of the Products or Sophos or other practices which may reflect negatively or be detrimental to the Products or Sophos;

3.3.11 use the Interactive Showroom or Products for the purposes of competing with Sophos, including without limitation demonstration of the Products to Sophos competitors or other forms of competitive intelligence.

4. WARRANTIES AND INDEMNITY

4.1 You warrant that Your access and use of the Interactive Showroom and the Products is and will continue to be in accordance with all applicable laws and regulations.

4.2 You shall at Your own expense hold harmless, defend and fully and effectively indemnify Sophos against any claims, proceedings, damages, costs, expenses or other liability whatsoever arising out of, resulting from or relating to Your use of the Interactive Showroom or Products and/or any Suggestions.

5. DISCLAIMER OF WARRANTIES

5.1 THE INTERACTIVE SHOWROOM AND THE PRODUCTS ARE PROVIDED “AS IS”. SOPHOS AND ANY OF ITS THIRD-PARTY LICENSORS AND SUPPLIERS AND THE CONTRIBUTORS OF CERTAIN INCLUDED SOFTWARE MAKE NO WARRANTIES, CONDITIONS, UNDERTAKINGS OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE IN RELATION TO THE PRODUCT INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM COURSE OF DEALING, USAGE OR TRADE. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTIONS.

WITHOUT LIMITATION TO THE FOREGOING, SOPHOS DOES NOT WARRANT THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE ERROR FREE OR UNINTERRUPTED OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. SOPHOS DOES NOT WARRANT THAT THE LICENSED PRODUCTS WILL DETECT AND/OR CORRECTLY IDENTIFY AND/OR DISINFECT ALL THREATS, APPLICATIONS (WHETHER MALICIOUS OR OTHERWISE) OR OTHER COMPONENTS.

5.2 SOPHOS DOES NOT WARRANT OR REPRESENT THAT YOU ARE ENTITLED TO BLOCK ANY THIRD PARTY APPLICATIONS AND EXPRESSLY DISCLAIMS LIABILITY FOR ANY SUGGESTIONS MADE BY SOPHOS (INCLUDING WITHOUT LIMITATION BY ITS EMPLOYEES, CONSULTANTS AND SUB-CONTRACTORS) IN CONNECTION WITH YOUR USE OF THE LICENSED PRODUCT (“SUGGESTIONS”).

6. LIMITATION OF LIABILITY

6.1 YOU USE THE PRODUCT AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SOPHOS OR ANY OF ITS THIRD-PARTY LICENSORS AND SUPPLIERS OR THE CONTRIBUTORS OF CERTAIN INCLUDED SOFTWARE BE LIABLE TO YOU FOR OR TO THOSE CLAIMING THROUGH YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGE OR LOSS OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF CONTRACTS, BUSINESS INTERRUPTIONS, LOSS OF OR CORRUPTION OF DATA HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT OR TORT, INCLUDING NEGLIGENCE, EVEN IF SOPHOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2 IF ANY LIMITATION, EXCLUSION, DISCLAIMER OR OTHER PROVISION CONTAINED IN THIS INTERACTIVE SHOWROOM LICENCE AGREEMENT IS HELD TO BE INVALID FOR ANY REASON BY A COURT OF COMPETENT JURISDICTION AND SOPHOS BECOMES LIABLE THEREBY FOR LOSS OR DAMAGE THAT MAY LAWFULLY BE LIMITED, SUCH LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE, WILL NOT EXCEED THE LOWER OF THE FEE PAID BY YOU AND SOPHOS’S LIST PRICE FOR THE PRODUCT.

7. U.S. GOVERNMENT RESTRICTED RIGHTS

If You are an agency or other part of the U.S. Government, the Software and the Documentation are commercial computer software and commercial computer software documentation and their use, duplication and disclosure are subject to the terms of this Sophos Interactive Showroom Licence Agreement per FAR 12.212 or DFARS 227.7202-3, as amended.

8. EXPORT CONTROL REQUIREMENTS

You hereby agree that You will access and use the Interactive Showroom and Products in accordance with any applicable export control laws and regulations and that You are solely responsible for fulfilling any applicable governmental requirements in connection with Your access or use of the Interactive Showroom and Products. You agree to indemnify and hold Sophos harmless from and against any claim, loss, liability or damage suffered or incurred by Sophos resulting from or related to Your violation of this paragraph.

9. TERMINATION

You may terminate this Sophos Interactive Showroom Licence Agreement at any time by terminating Your access to the Interactive Showroom. This Sophos Interactive Showroom Licence Agreement and Your rights under it will also terminate immediately if You fail to comply with any of the terms and conditions of this Sophos Interactive Showroom Licence Agreement. On termination of this Sophos Interactive Showroom Licence Agreement, You must cease all access to the Interactive Showroom and any use of the Products.

10. CONFIDENTIALITY

10.1 The Software may include confidential information that is secret and valuable to Sophos and its licensors. You are not entitled to use or disclose that confidential information other than strictly in accordance with the terms of this Sophos Interactive Showroom Licence Agreement. Sophos reserves the right to disclose details of the Sophos Interactive Showroom Licence Agreement to third parties for publicity and promotional purposes and:-

10.1.1 You agree that Sophos may send emails to You to provide information and goods and services to You and to let You know about other goods and services in which You may be interested.

10.2 If You do not wish to give Sophos permission under Clause 10.1.1, You must notify Sophos by the date no later than seven days after the Licence Start Date specifying which permission is not granted.

10.3 Notwithstanding the foregoing, Sophos will only process personal information in accordance with the provisions of the Data Protection Act 1998.

11. GENERAL

11.1 Any reseller, distributor or dealer who may have provided You with access to the Interactive Showroom or the Product is not appointed or authorised by Sophos as its servant or agent. No such person has any authority, either express or implied, to enter into any contract or provide You with any representation, warranty or guarantee with or to You or to translate or modify this Sophos Interactive Showroom Licence Agreement in any way on behalf of Sophos or otherwise to bind Sophos in any way whatsoever.

11.2 You agree that Sophos may use any technical information provided by You for its business purposes, including without limitation for product support and development.

11.3 Sophos may at its sole discretion subcontract any of its rights or obligations hereunder to any of its subsidiaries, resellers, distributors or dealers, as applicable.

11.4 Sophos may amend the terms and conditions of this Sophos Interactive Showroom Licence Agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL www.sophos.com/legal, which amended terms and conditions shall be binding upon You.

11.5 Failure by Sophos to enforce any particular term of this Sophos Interactive Showroom Licence Agreement shall not be construed as a waiver of any of its rights under it.

11.6 The illegality, invalidity or unenforceability of any part of this Sophos Interactive Showroom Licence Agreement will not affect the legality, validity or enforceability of the remainder.

11.7 This Sophos Interactive Showroom Licence Agreement and the Schedule constitute the entire agreement between the parties in relation to Interactive Showroom and the Products therein and supersedes any other oral or written communications, agreements or representations with respect to the Interactive Showroom and the Products therein, save for any oral or written communications, agreements or representations made fraudulently.

11.8 The construction, validity and performance of this Sophos Interactive Showroom Licence Agreement shall be governed by and submitted to the laws of England and Wales and the non-exclusive jurisdiction of the courts of England and Wales. Notwithstanding the foregoing, Sophos and its licensors shall have the right to seek injunctive, or similar, relief in any courts of competent jurisdiction. If there are any inconsistencies between the English language version of this Sophos Interactive Showroom Licence Agreement and any translated version, then the English language version shall prevail.

Any notices required to be given in writing to Sophos or any questions concerning this Sophos Interactive Showroom Licence Agreement should be addressed to The Company Secretary, Sophos Ltd, The Pentagon, Abingdon, OX14 3YP, United Kingdom.